Restricted Stock Award

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Restricted Stock Award

Grants of shares of stock subject to restrictions on sale and risk of forfeiture until vested by continued employment. Restricted stock typically vests in increments over a period of several years. Dividends or dividend equivalent rights may be paid, and award holders may have voting rights, during the restricted period.

In addition, because of the varying available valuation methodologies, subjective assumptions such as volatility, which are outside of Commvault's control and the variety of awards that companies can issue, Commvault believes that providing non-GAAP financial measures that exclude noncash stock-based compensation expense and the additional FICA and related payroll tax expenses incurred on stock option exercises and vesting of restricted stock awards allow investors to make meaningful comparisons between Commvault's operating results and those of other companies.

This award will be granted outside of the Company's 2010 Stock Incentive Plan, but will generally be subject to the same terms and conditions as apply to restricted stock awards and stock options granted under that plan.

Specifically, in the Proxy Statement filed by the Company with the Securities and Exchange Commission on December 5, 2012, the Board of Directors recommends that Hometrust's shareholders vote to approve the Company's 2013 Omnibus Incentive Plan to authorize up to 2,962,400 shares of common stock to be utilized for awards of stock options, stock appreciation rights and restricted stock awards.

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